1.1 The purpose of this Whistleblowing Policy (hereinafter referred to as the “Policy”) is to allow employees and members of the public to disclose any improper conduct (misconduct or criminal offence) concerning Pasaraya Matahari Group (“Matahari'”) to have management control through the Matahari’s internal whistleblowing reporting channels without fear of being discriminated or treated unfairly. A person who has made a disclosure through the Matahari’s internal whistleblowing reporting channel is referred to as “Whistleblower” in this Policy. The disclosure by the Whistleblower shall be treated in strict confidence and without any risk of reprisal.
2.1 This policy should be read in conjunction with the Matahari’s Anti -Corruption Policy.
3.1 For this policy, the following terms are defined:
3.1.1 Whistleblower means any person, an employee or a member of the public, who makes a disclosure of any improper conduct (misconduct or criminal offence) concerning the Matahari.
3.1.2 Misconduct is defined to be any conduct on the part of employee which is inconsistent with the faithful discharge of his duties, or any breach of the express or implied duties of an employee towards his employer. It is also known as a form of improper behaviour or an intentional wrongdoing or a deliberate violation of a rule or standard of behaviour.
3.1.3 A criminal offence is an offence (or crime) which is punishable under the law.
3.1.4 A disciplinary offence is any action or omission which constitutes a breach of discipline in a public body or private body as provided by law or in a code of conduct, a code of ethics or circulars, or a contract of employment.
3.1.5 Detrimental action includes action causing injury, loss or damage, intimidation or harassment, interference with the lawful employment or livelihood of any person, including withholding of payment due and payable under a contract, refusal to enter into a subsequent contract, discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to a person’s employment, career, profession, trade or business or the taking of disciplinary action and a threat to take any of the actions described above.
3.2 Business Partners means any individual or organization, which comes into contact with the Matahari, existing or potential, including but not limited to the following:
3.2.1 Business Partners (such as co-investors, joint venture partners and strategic partners).
3.2.2 Business Partners vendors, suppliers, manufacturers, contractors and other service providers.
3.2.3 Business Partners intermediaries such as consultants, accountants, lawyers, advisors, brokers, freight forwarders, logistic partners, agents, government intermediary, associated persona, agencies and other representatives).
4.1 This Policy applies to the Matahari, including but not limited to;
4.1.1 All employees (whether permanent, temporary, casual, part time or on fixed term contracts), directors, officers, agency staff, trainees, seconded staff, interns, customers; consultants, contractors, business partners, joint-venture partners, suppliers and vendors, sponsors, agents and Business Partners representatives who work at or on behalf of the Matahari, wherever located.
4.1.2 Members of the public who are impacted by various organizational or business activities of the Matahari.
4.2 This Policy applies to improper conduct (misconduct or criminal offence)”, committed or about to be committed, including but NOT limited to:
4.2.2 abuse of authority;
4.2.3 conflict of interest;
4.2.4 theft of embezzlement;
4.2.5 misuse of the Matahari’s funds and assets;
4.2.6 misuse of confidential information;
4.2.7 non-compliance to Matahari’s internal procedures, rules and regulations;
4.2.8 non-compliance with regulatory requirements; and
4.2.9 conduct which is an offence or breach of the law.
4.3 This Policy does not cover personal grievances and concerns regarding:
4.3.1 matters which are trivial or frivolous or malicious or vexatious in nature or motivated by personal gains or ill will;
4.3.2 matters pending or determined through the Matahari’s disciplinary proceedings; and
4.3.3 matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings.
5.1 Matahari is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs.
5.2 It is important that employees and third parties know what to do if, during their work or dealings with the Matahari, they come across something that they think is fundamentally wrong, illegal or endangers others within the Matahari or the public.
5.3 The following principles underpin this Policy:
5.3.1 Employees and any members of the public including stakeholders involved in a business relationship with the Matahari are deemed responsible to raise any concerns they may have about wrongdoing as soon as they notice it.
5.3.2 Employees and any members of the public including stakeholders involved in a business relationship with the Matahari who raise concerns through the Matahari internal whistleblowing reporting channels will be afforded protection as detailed in this policy.
5.3.3 All genuine concerns reported by employees and any members of Matahari through the Matahari whistleblowing reporting channels will be handled responsibly, professionally and in a positive manner.
5.3.4 Help and support will be available to employees and any members of the public including stakeholders involved in a business relationship with the Matahari who raise concerns through the Matahari whistleblowing reporting channels.
5.4 All employees and any members of the public including stakeholders involved in a business relationship with the Matahari are deemed responsible to report suspected and/ or any known Disciplinary Offence.
Procedures for Reporting Improper Conduct
6.1 Employees and Stakeholders who are aware of, believes or suspects that an improper conduct has been committed, or is on-going or will be committed, are deemed responsible to report the improper conduct through any of the Matahari whistleblowing reporting channels as follows:
6.1.1 In person reporting to HR Department via call at 03-5101 9119
6.1.2 The Whistleblower completes and submits the Whistleblowing Form, appended as Appendix A to this Policy, via email to firstname.lastname@example.org
6.2 All concerns raised by the Whistleblower will be treated promptly, fairly and discreetly.
6.3 When making a report of an improper conduct through the Nando’s whistleblowing reporting channel, the Whistleblower must ensure that:
6.3.1 the improper conduct should be directly related to the Matahari,
6.3.2 the information provided should be as accurate and complete as possible; and
6.3.3 where possible, the improper conduct should be substantiated by documentary evidence. Where there is no documentary evidence to support the alleged improper conduct, the Whistleblower should nevertheless have reasonable grounds to suspect the improper conduct has taken place (or will take place).
6.3.4 It is important to note that the information included in the Whistleblowing Form can be an important factor in determining the basis to launch an investigation.
6.5 When submitting the report, at a minimum the following should be disclosed by the Whistleblower:
6.5.1 If the Whistleblower is an employee of the Matahari, their name, employee number, designation, department, company, current address, contact number and e-mail address;
6.5.2 If the Whistleblower is not an employee of Matahari, their name, name of employer and designation, current address, contact number and e-mail address;
6.5.3 Basis or reasons for their concerns, including as many details of the improper conduct as reasonably possible, for instance, its nature, the date, time, and place of its occurrence and the identity of the suspect;
6.5.4 Of witnesses, if any, their name, employee number, designation, department, company, current address, contact number and e-mail address; and
6.5.5 Or the production of documentary evidence, if any.
6.8 The Whistleblower should ensure that the details furnished regarding the alleged improper conduct is factual rather than speculative and contain as much specific information as possible to allow for proper assessment of the nature and extent of urgency of the report made.
6.9 All reports including any supporting documents submitted through the Matahari whistleblowing reporting channels shall remain confidential.
6.10 The Whistleblower should not attempt to obtain evidence for which the Whistleblower does not have an access right.
6.11 The Whistleblower should not attempt to conduct any personal investigation to determine whether there has been a misconduct or confront the suspect(s) but should instead report suspected improper conduct through the whistleblowing reporting channels.
6.12 Due to the difficulty of following-up with the Whistleblowers to ascertain facts in the Whistleblower report or to obtain further information for investigation purposes, anonymous reporting will not be entertained. Only complaints reported via the Whistleblowing Form shall be entertained. As such, any Whistleblower who wishes to report any allegation of improper conduct is required to disclose his identity and personal information in the Whistleblowing Form. This is to facilitate further examination and notification whenever deemed necessary.
6.13 Matahari may at its discretion choose to investigate any anonymous allegations after having considered the following matters:
6.13.1 The seriousness of the allegation;
6.13.2 The credibility of the allegation;
6.13.3 The supportability of the evidence by documentary evidence; and
6.13.4 The likelihood of confirming the allegation from credible sources.
6.14 The Whistleblower may be asked to provide further clarifications and information from time to time or may be required to give evidence relative to his or her knowledge of the reported allegation later.
6.15 The Whistleblower should exercise due care to ensure that the information regarding the allegation in their Whistleblowing Form is accurate and truthful. No action will be taken against the Whistleblower who makes an allegation in good faith (even in cases where the Whistleblower is genuinely mistaken in the concerns which he had reported) and to the extent permitted by law.
6.16 The Whistleblower is responsible to ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains. If the subsequent investigation reveals that the allegation was made with malicious intent, appropriate action can be taken against the Whistleblower.
Procedure for Dealing with Concerns Raised by the Whistleblower
7.1 The process for dealing with the concerns raised by the Whistleblower involves the following five (5) main components:
7.1.1 Preliminary screening
7.1.2 Initial examination
7.1.3 Approval to initiate investigation
7.1.5 Report closure and quarterly reporting
The procedures for each of the above-mentioned components are described below. The time taken from the receipt of the Whistleblowing Form to the Preliminary Screening, Initial Examination, Integrity Committee’s approval to initiate investigation and completion of investigation should not take more than two (2) months to complete. However, depending on the nature, seriousness and complexity of the allegation made may result in additional time required to complete the investigation. The designated officer is to closely monitor the time taken to complete the said processes.
8.1 All reports made by Whistleblowers shall be duly assessed, regardless of the length of service, position/ title, relationship or connection with parties involved to the Matahari.
8.2 Upon receipt of the Whistleblowing Form submitted by the Whistleblower, the designated officer will assess whether the concern raised by the Whistleblower falls within the scope of this Policy. Where appropriate, any concern which does not fall within the scope of this Policy will be channeled to the appropriate department for action.
8.3 If the Whistleblower report relates to an alleged Improper Conduct, the designated officer pre-screens the information provided in the Whistleblower Form to determine the authenticity, clarity, sufficiency of information and impact of the report, and makes an assessment whether the report warrants further examination.
8.4 If there is insufficient information contained in the Whistleblowing Form, the designated officer may request the Whistleblower to furnish additional information. If the additional information is not forthcoming from the Whistleblower, the status of the reported concern will be recorded as “insufficient information”.
8.5 If the report has no basis or merits or it is not a matter to be dealt with under this Policy, it may be dismissed by the designated officer at this stage. In such situations, the designated officer is required to provide a written justification to the Management for dismissing the Whistleblower report.
8.6 The designated officer shall record the details of all concerns raised together with the case number.
8.7 If the Whistleblower has not disclosed his identity in the Whistleblowing Form, the status of the reported concern will be recorded as “anonymous” in the Whistleblowing Register.
8.8 All Whistleblowing Forms including any supporting documents received by the designated officer shall be handled under strict confidentiality.
9.1 The objective of an Initial Examination is to obtain adequate details to determine if further Management action or investigation is required and if yes, the type of actions and the resources required.
9.2 Each of the following criteria will be addressed and considered by the designated officer when carrying out the Initial Assessment:
9.2.1 The cost or value involved in the alleged Improper Conduct;
9.2.2 The security implications of the alleged Improper Conduct;
9.2.3 The number of employees who are alleged to be involved in the Improper Conduct;
9.2.4 The nature of the alleged Improper Conduct;
9.2.5 When did the incident take place (i.e. if the event had occurred a long time ago, it may be difficult to track witness(es) and documents and evidence may be unavailable);
9.2.6 The potential reputational impact to arise from the alleged Improper Conduct;
9.2.7 The potential regulatory implications to arise from the alleged Improper Conduct; and
9.2.8 The level of seniority of the alleged wrongdoer who is associated with the alleged Improper Conduct.
9.2.9 Based on outcome of the initial assessment where it is deemed that an investigation is necessary, the designated officer will formalize a proposal to obtain permission from the Management to initiate an investigation.
9.4 In situations where it is deemed that an investigation is not required, the designated officer is required to provide a written justification to the Management on the basis for not initiating an investigation.
9.5 The time taken to complete the preliminary screening and initial examination process should not take more than 14 days from the day the report was submitted by the Whistleblower. Subject to the severity of the reported allegation and scope of its investigation, the initial process may be completed immediately if the reported allegation can cause irreparable harm to the Matahari. Similarly, additional time may be required, where necessary.
9.6 In cases where the Initial Examination discloses a possible criminal offence, designated officer shall consult the Management and legal advisors on whether the matter should be referred to the relevant authorities such as the police or Malaysia Anti-Corruption Commission for further action.
9.7 If deemed necessary, the designated officer may seek advice from the Legal Department and/ or the Human Resources Department on any aspects pertaining the matter(s) to be investigated such as whether to suspend the suspects from work.
Approval to Initiate Investigation
10.1 After reviewing the proposal submitted by designated officer, the Management may make the following decisions:
10.1.1 Instruct the designated officer to obtain further information and re-submit a proposal;
10.1.2 Direct the concerns or any part thereof for consideration under other internal procedures or disciplinary procedures, if appropriate and applicable;
10.1.3 Decide that an investigation is to be initiated internally;
10.1.4 Decide that, due the matter being complex or highly sensitive, the investigation is to be carried out by an independent Business Partners;
10.1.5 Suspend the alleged wrongdoer or any other implicated person from work, in accordance with the Code of Ethics, Business Practice and Conduct Policies and Procedures, to facilitate any fact-finding or to avoid any employee’s exposure to threat or harm;
10.1.6 Seek assistance or advice from legal advisor or other experts regarding the matter;
10.1.7 Refer the matter to the police or any other appropriate enforcement authority;
10.2 The Management is also required to review the designated officer’s justification to either dismiss a Whistleblower report or not to propose for an investigation to be initiated. If the Management does not agree with the designated officer’s justification, the Management may instruct for an investigation to be initiated.
10.4 If the matter to be investigated involves the any of the Management members, the Company may appoint the Head of FINANCE DEPT to form the Investigation Team.
10.5 Employees implicated in the Whistleblower’s report will not be part of the Investigation Team.
11.1 The objectives of an investigation include the following:
11.1.1 To establish the modus operandi of the perpetration
11.1.2 To ascertain the amount involved and/ or other potential impact to the Matahari.
11.1.3 To identify the perpetrators and the extent of their involvement.
11.1.4 Identify the root causes contributing to the incident.
11.1.5 Identify the internal control weaknesses.
11.1.6 Provide recommendations for the Integrity Committee’s consideration.
11.2 The Investigation Team shall comprise individuals who have high integrity and are trained in investigations. When deemed appropriate due to the nature and complexities of the case, individuals with specialized skills and knowledge or those who are cross-functional in their backgrounds should be included in the Investigation Team.
11.3 Members of the Investigation Team are required to complete the declaration of Conflict of Interest Form prior to the commencement of each investigation.
11.4 The investigation and all forms of information obtained during investigation including the identity and personal information of the Whistleblower shall be handled under strict confidentiality and retained for a period of at least eight years from the completion of the investigation.
11.5 The Whistleblower and employees who are involved in the investigation including the alleged wrongdoer(s) are expected to render full cooperation to the Investigation Team.
11.6 Members of the Investigation Team shall be given unfettered access to all books and records, and personnel of the Matahari during the investigation.
11.7 All employees including the Whistleblower(s), witnesses and alleged wrongdoer(s) who are involved in the investigation process should not disclose details of any part of the investigation to anyone unless specifically required to do so by the Investigation Team.
11.8 An investigation report shall be tabled to the Management for review and decision making on the next course of action. The investigation report should also highlight the internal control weaknesses observed including its root causes identified during the investigation.
11.9 If the Management is not satisfied with the findings of the investigation, the Management shall have the right to either: –
11.9.1 direct a fresh investigation or request that further investigations be conducted by the same Investigation Team; or
11.9.2 direct a fresh investigation by another Investigation Team consisting of new members; or
11.9.3 direct that the investigation be carried out by a Business Partners.
11.10 The Management shall in addition to discussing with the Human Resource Department on the disciplinary actions to be taken and to determine whether the matter should be referred to relevant authorities such as the police or Malaysia Anti-Corruption Commission for further action and may engage external legal advisors where deemed necessary to provide independent advice on these matters.
Report Closure and Quarterly Status Reporting
12.1 Where appropriate, as long as it is within the law and does not jeopardize any potential or ongoing proceeding(s) against the alleged wrongdoer(s), the designated officer may after obtaining the Management’s consent, notify the Whistleblower and/or the alleged wrongdoer of the conclusion of the investigation.
12.2 In the event that the Whistleblower is unhappy with the progress or the result of the investigation, the Whistleblower may present additional information via submission of a new Whistleblowing Form making his/ her case. The Whistleblower may furnish additional information or evidence to justify his/ her report. The alleged improper conduct will be investigated again if this is justified and deemed necessary by the Management.
12.3 The designated officer shall, on a quarterly basis, update the Management on statistics pertaining to the concerns reported by the Whistleblower such as:
12.3.1 number and nature of reports received to date;
12.3.2 number of reports per whistleblowing reporting channel;
12.3.3 number of substantiated reports;
12.3.4 percentage of reports investigated;
12.3.5 percentage of reports reported anonymously;
12.3.6 status of investigations;
12.3.7 average number of days investigation cases are pending;
12.3.8 actions that had been taken; and
12.3.9 other relevant updates.
12.4 All material findings arising from the investigations of the concerns reported by the Whistleblower including any internal control weaknesses observed are reported to the Management. The respective department is required to take corrective action to rectify the root causes identified by the Investigation Team from its investigation.
Protection Accorded to Whistleblower
13.1 Unless it is required by the law or unless the Whistleblower agrees otherwise, the identity and personal information of the Whistleblower will fully remain strictly confidential and reasonably practicable within the legitimate needs of law, and any ensuing evaluation or investigation. However, in some circumstances, the investigation process may lead to the point where the Whistleblower is required to provide a written statement or called to provide evidence.
13.2 No action will be taken against the Whistleblower who makes a genuine allegation in good faith (even in cases where the Whistleblower is genuinely mistaken in the concerns that the Whistleblower had raised) and to the extent permitted by law.
13.3 If the Whistleblower, in good faith, reasonably believes they are being subjected to discrimination, retaliation or harassment as a direct consequence of having made a disclosure under this Policy, they may consult the Designated Officers in confidence.
13.4 Matahari will take all reasonable steps to protect the Whistleblower against any detrimental action, corresponding to its internal policies and scope under its purview and jurisdiction. Any employee of Matahari, including Management determined to have engaged in discriminatory, retaliatory or harrassing behaviour against the Whistleblower may be subjected to disciplinary action.
13.5 Any employee who in good faith, believes that he or she has been subjected to any behaviour that violates this Policy should immediately report such behaviour to the Designated Officers under this Policy. The Designated Officer would in turn report the matter to the Management.
13.6 Such protection will be revoked if it is proven that the Whistleblower harbours the intention to harm or upset certain parties or the Whistleblower knew that the report submitted is false, frivolous, vexatious, mala fide, or contains vexatious allegations for personal gain or with personal agenda. In such instance, Matahari reserves the right to subject any person to appropriate action within the Nando’s policies and procedures.
13.7 The Whistleblower is responsible to ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains. The Whistleblower is strictly prohibited from making frivolous, vexatious, mala fide, bogus allegations for personal gain or with personal agenda. If the subsequent investigation reveals that the allegation was made with malicious intent, appropriate action can be taken against the Whistleblower.
14.1 Matahari must keep proper documentation in respect of all Whistleblower reports and registers, investigation reports, the corresponding supporting documents together with records of corrective actions.
14.2 The Whistleblowing Form together with all documents obtained pertaining to the concerns raised by the Whistleblower are to be stored securely in a locked filing cabinet under the care of the designated officer for a period of at least five (5) years from the date of receipt of the Whistleblowing Form or from the date of the completion of the investigation into the Whistleblower’s report.
14.3 The investigation report and work papers are to be stored securely in the Human Resources department's office in a locked cabinet. For cases where investigations are not performed or overseen, the respective investigating department or personnel shall be responsible for the safekeeping of the report and work papers.
14.4 Release of any of the information relating to the investigation must be approved by the Management.
Monitoring and Review
15.1 Management is responsible for ensuring compliance with this Policy. The Board of Directors, through its delegation is responsible for ensuring this policy complies with the Matahari's legal and ethical obligations and for supervising the designated officer on the administration of this Policy.
15.2 The designated officer has responsibility for monitoring the use and effectiveness of this Policy and dealing with any queries on its interpretation. The members of the management team at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy and are given adequate and regular training on it. The designated officer may delegate administrative tasks to subordinates or other employees or officers, as may be necessary for the purposes of this Policy.
15.3 The Policy is subjected for review by the designated officer at least once every three years, but nothing shall prejudice the right of the IManagement to request for the review to be done more regularly should the need arise. Any changes therein must be approved by the Management before coming into effect.
15.4 This Policy shall be reviewed for any changes in the relevant local laws and guidelines pertaining to the matters in this Policy. Any changes to the Policy, shall only be made with the Management's approval in writing.
15.5 Matahari will establish and put in place appropriate performance measures and reporting systems to monitor performance against metrics and compliance with the relevant policies, procedures and controls.
15.6 The internal controls and procedures relating to this Policy will be subject to regular audits to provide assurance that they are effective. The audit process must be fully documented. Internal Audit shall provide a report to the Management on any incidents of non-compliance which it discovers and to report to the Management on any material incidents of non-compliance.
15.7 The designated officer is to report to the Management regularly on compliance issues and promptly on any material incidents of non-compliance (for example, failures that may attract a significant risk of legal or regulatory sanction).
15.8 Matahari shall provide training and communicate its Whistleblowing Policy to its employees
and other stakeholders.
15.9 The Management reserves the right to dictate, amend or overrule any part of the process stipulated in this Policy.
16.1 In the unlikely event that granting a waiver for any employees of Matahari from any provision in this Policy is in Matahari's best interest, such a decision may only be made by the Management.
17.1 The Management has an overall responsibility for ensuring that this Policy complies with the Matahari’s legal and ethical obligations, and that all those under the Matahari’s control complies with it.
Breaches of the Policy
18.1 Compliance with this Policy is mandatory for all employees of Matahari. Matahari promises to the employees who comply with the requirements of this Policy that there will be no retaliation against them because of acting in accordance with that requirements, that it will protect the employees who acts in accordance with this Policy in any circumstances.
18.2 Any non-compliance and/ or breach of this Policy will be viewed as serious misconduct which can result in disciplinary action that may include the termination of employment.
18.3 All employees of Matahari must report any actual or suspected breach of this Policy by either
themselves or by another employee or by those acting on behalf of the Matahari to the designated officer as soon as practicable. The relevant notifications to the designated officer shall be treated in strict confidence.